TRANSACTIONS WITH GGP AND WITH RELATED PARTIES

6 Months Ended

Jun. 30, 2012

TRANSACTIONS WITH GGP AND WITH RELATED PARTIES

TRANSACTIONS WITH GGP AND WITH RELATED PARTIES

NOTE 14TRANSACTIONS WITH GGP AND WITH RELATED PARTIES

Prior to the Effective Date, we entered into a Transition Services Agreement (the “TSA”) whereby GGP agreed to provide to us, on a transitional basis, certain specified services on an interim basis for various terms not exceeding 24 months following the Separation, subject to our right of earlier termination. Concurrently, we entered into a Reverse Transition Services Agreement (“RTSA”) whereby we agreed to provide GGP with certain income tax and accounting support services, also subject to earlier termination prior to its scheduled expiration of November 9, 2013. We incurred $0.4 million of expenses related to the TSA, and we received negligible reimbursements under the RTSA for the six months ended June 30, 2011. No services have been provided under the TSA and RTSA for the six months ended June 30, 2012, and we do not expect to provide or incur any services in the future.

On November 9, 2010, we entered in to a Tax Matters Agreement with GGP. For a discussion of the Tax Matters Agreement, please refer to Note 10 — Income Taxes.

In addition, GGP is the sole tenant at our 110 N. Wacker office property.  Under the 110 N. Wacker lease agreement, we recognized approximately $1.5 million and $3.0 million of rental income from GGP and its subsidiaries for the three and six months ended June 30, 2012 and $1.5 million and $3.0 million for the three and six months ended June 30, 2011.

In January 2011, we entered into a Transition Agreement with TPMC Realty Services Group, Inc. (“TPMC”). David Weinreb, a director and our CEO, is the sole equity owner and the chief executive officer of TPMC, and Grant Herlitz, our president, is the president of TPMC. The Transition Agreement provided for, among other things, certain mutual transactions and services that facilitated the continuity of Company management, the net value of which were not material for the six months ended June 30, 2011. Additionally, reflected in our general and administrative expense for the six months ended June 30, 2011 are reimbursements to TPMC of $0.9 million related to Mr. Weinreb’s employment agreement with us.

We also entered into a lease agreement for 3,253 square feet of office space in Los Angeles, California with an affiliate of TPMC, which commenced on May 1, 2011. Annual rental expense relating to the lease is approximately $111,965 per year and the lease expires in July 2016.

On January 31, 2011, we terminated a Management Services Agreement with Brookfield Advisors LP. Pursuant to the agreement which was executed on August 6, 2010, Brookfield Advisors LP provided us services that included strategic advice, project development oversight, financial planning, financing consultation, internal controls expertise and community and investor relations. This agreement provided for payments to Brookfield Advisors LP of $0.5 million per month.